This DEED OF ASSIGNMENT CUM NOVATION is made the __ day of _________ Between:
[COMPANY A](Company No ), a company incorporated in the [COUNTRY] and having its registered office at [ADDRESS] (hereinafter referred “[COMPANY A]”) of the one part; and
[Name of Company], a company incorporated in [COUNTRY] and having its registered office at [Address] of the other part.
WHEREAS
1. [COMPANY A] has appointed various service providers’ (“SP”) namely legal firms to carry out legal advisory work in the year ______.
2. However, the Company has in the year of _____, received various service providers’ invoices (“SP Invoices”) from SP in the name of the Company. The SP Invoices are all attached herewith in Schedule 1.
3. [COMPANY A] has been committing to all the payment obligations in connection to all of the SP invoices as the service rendered by the SP were all exclusively for [COMPANY A].
4. The Company intends to assign and novate all SP invoices rendered by all SP, issued in the name of the Company, to [COMPANY A].
5. The Parties hereby desire to enter into this Novation cum assignment Agreement to express their mutual interests and intention to be legally bound by the terms and conditions contained hereinafter.
6. The Company is desirous of novating and assigning absolutely to [COMPANY A] and at the request of the Company, [COMPANY A] is desirous of accepting the novation and absolute assignment of all the Company’s rights, title, interest, benefits, entitlements, claims, agreements, undertakings, duties, obligations and liabilities (where past, presents, existing, prospective, future and/or contingent) under and in relation to the SP invoices as if [COMPANY A] is a party to the SP invoices and the Company shall procure with its best endeavor all the SP to grant the relevant consents.
NOW THIS DEED WITNESSTH as follows:
1. In consideration of the request by the Company, in which [COMPANY A] hereby accepts the same, the Company absolutely assigns all rights, titles, interests and benefits which the Company has in under or arising out of the said obligation to SP.
2. The Company assigns all rights, titles and interest in the SP invoices issued in the Company’s name to [COMPANY A].
3. The Company, after the execution of this DEED, to try with its best endeavor to issue a notice to all SP giving notification to all SP on the existence and effect of this Agreement.
4. With effect from the execution of this Agreement, [COMPANY A] will take up all payment obligations pertaining to all the pending or new SP invoices that may arise from time to time.
5. The assignment or novation by the Company may not be revoked, nor may the terms of the Agreement be amended, varied, waived or terminated, without the prior written consent of the both Parties.
6. This Deed shall be governed by and construed in accordance with the laws of [COUNTRY] and the Parties hereto shall and do hereby submit to the non-exclusive jurisdiction of the courts of the Republic of Singapore PROVIDED ALWAYS that submission to the jurisdiction of the courts of the [COUNTRY].
7. The Company hereby expressly agree and confirm that henceforth the Company shall have no rights, title, interest or anything whatsoever in and to the said SP and/or SP invoices or any part there of (whether past, existing, present, future, prospective or contingent) and shall make no claim whatsoever in respect thereof AND the Company expressly acknowledges that as from the date of this Agreement, [COMPANY A] is the person entitled to the legal and equitable title and interest in and to the said contractual obligations with all the SP.
8. For avoidance of doubt, from the date of this agreement, the Company will be irrevocably and absolutely released from all obligations with the SP and/or in connection to any of the SP invoices as if it has never a party thereto. [COMPANY A] hereby shall undertake to indemnify the Company from and against any cost, claims, demands or similar action or liability that is directly cause by the Company’s failure to perform its obligation under the SP invoices and/or contractual obligations with any or all of the SP.
9. [COMPANY A] hereby undertake to be liable for all of the Company’s outstanding liabilities that are or were directly causes by any act or omission of the Company in the performance of its obligations, or exercise of its rights, under the SP invoices or with the SP, from the date of this Agreement, regardless of when that liability actually arise.
10. [COMPANY A] shall remain fully liable for all Company’s undertakings, agreements, duties, liabilities and obligations hereafter and in the contract obligation to any or all SP, and for the due and punctual observance and performance thereof.
11. The Company shall procure all SP to send all future correspondence, notices to [COMPANY A] at the correspondence address below:
[COMPANY A]
[ADDRESS]
Attention:
Fax/Email:
12. If anyone of more of the provisions contained herein shall be deemed invalid, unlawful or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired.
13. In the event of any inconsistency between the terms stated in this Agreement and any other documents or agreement transpired previously, the terms and conditions of this Agreement shall prevail.
14. This Assignment shall be binding on the prospective heirs or legal representatives of the parties hereto where the context so admits:
14.1 words importing the masculine gender only include the feminine and neuter genders;
14.2 words importing the singular number only include the plural and vice versa; and
14.3 words applicable to human beings include any body of persons corporate and unincorporated.
IN WITNESS WHEREOF, the Parties have caused this Deed of Novation cum assignment to be executed by their duly authorized representatives on the date stated in this Agreement.
SIGNED for and on behalf of )
[COMPANY B] )
)
) ____________________________
Authorized signatory of [COMPANY B]
Designation:
Date:
SIGNED for and on behalf of )
[COMPANY A] )
)
) ___________________________
Authorized signatory of [COMPANY A]
Designation:
Date:
